NORTH CAROLINA GENERAL ASSEMBLY

 SESSION

 

 

CHAPTER 13

HOUSE BILL 95

 

 

AN ACT TO PERMIT ADVANCE FILING OF CORPORATE DOCUMENTS.

 

The General Assembly of North Carolina do enact:

 

Section 1.  G.S. 55-4(b) is hereby rewritten to read as follows:

"(b)      Any such document required to be filed shall be completely effective when endorsed by the Secretary of State as provided in subsection (a)(5) above and the transaction to be effectuated thereby shall thereupon be deemed to be completely consummated as if all the required recording had been perfected, provided, however, that in lieu of the time of such endorsement by the Secretary of State, such document may fix an hour, day, month and year not more than twenty days subsequent to the endorsement of the Secretary of State and the transaction shall be deemed to be completely consummated at the time fixed by such document as if all the required recording had been perfected. Unless otherwise provided in this Chapter with respect to some specific document, failure to deliver it for recording in the office of the Clerk of the Superior Court shall only subject the corporation to a penalty of one hundred dollars ($100.00) to be collected by the Secretary of State."

Sec. 2.  G.S. 55A-4(b) is hereby rewritten to read as follows:

"(b)      Any such document required to be filed shall be completely effective when endorsed by the Secretary of State as provided in subsection (a)(5) above and the transaction to be effectuated thereby shall thereupon be deemed to be completely consummated as if all the required recording had been perfected, provided, however, that in lieu of the time of such endorsement by the Secretary of State, such document may fix an hour, day, month and year not more than twenty days subsequent to the endorsement of the Secretary of State and the transaction shall be deemed to be completely consummated at the time fixed by such document as if all the required recording had been perfected. Unless otherwise provided in this Chapter with respect to some specific document, failure to deliver it for recording in the office of the Clerk of the Superior Court shall only subject the corporation to a penalty of one hundred dollars ($100.00) to be collected by the Secretary of State."

Sec. 3.  G.S. 55-8 is hereby rewritten to read as follows:

"§ 55-8.  Corporate Existence; Filing of Articles of Incorporation; Effect. The time when corporate existence begins is determined by the provisions of G.S. 55-4, and a copy of the Articles certified by the Secretary of State shall be conclusive evidence that all conditions precedent required to be performed by the incorporators have been complied with and that the corporation has been incorporated under this Chapter, except as against this State in a proceeding to annul or revoke the Articles of Incorporation."

Sec. 4.  G.S. 55A-8 is hereby rewritten to read as follows:

"§ 55A-8.  Corporate Existence; Filing of Articles of Incorporation; Effect. The time when corporate existence begins is determined by the provisions of G.S. 55A-4, and a copy of the Articles certified by the Secretary of State shall be conclusive evidence that all conditions precedent required to be performed by the incorporators have been complied with and that the corporation has been incorporated under this Chapter, except as against this State in a proceeding to annul or revoke the Articles of Incorporation."

Sec. 5.  All laws and clauses of laws in conflict with this Act are hereby repealed.

Sec. 6.  This Act shall become effective from and after the date of its ratification.

In the General Assembly read three times and ratified, this the 2nd day of March, 1967.